Board Performance

The Board values inputs and suggestions that feedback mechanisms provide to assist them as they reflect on their performance as individual directors and as a governing body. As such, the Board of Directors participates in an annual self-assessment exercise to assess their individual and collective performance. This exercise also provides a means to assess a director’s attendance at Board and committee meetings, participation in boardroom discussions, and manner of voting on material issues.

Our Board of Directors, together with the management, fully understand that the corporate governance proactive culture begins with leaders of the company.

The self-assessment exercise, through a self-assessment questionnaire, is given to each director to ensure the effectiveness of their governance, to reflect on the performance of top management including the President and Chief Executive Officer (CEO), to highlight specific strengths, and to identify areas of improvement. It also provides a venue for the Board members to identify priorities for the Board and the company for the succeeding year. The assessment is comprised of the appraisal of the Board, individual directors, different Board Committees, Management, and Chairman of the Board.

The questionnaire covers a thorough evaluation criteria focused on the structure, efficiency, and effectiveness of the Board, participation and engagement of each member, contribution of each member to their respective Committees, as well as the performance of Management and the Chairman of the Board. The criteria also reflect the specific duties, responsibilities, and accountabilities of each Board member assessed in line with Globe’s By-Laws, Manual of Corporate Governance (MCG), Charters, and governing policies. For transparency and an additional layer of feedback mechanism for Globe shareholders, the questionnaire is also posted on our company website.


The self-assessment exercise is facilitated by our Chief Compliance Officer, who collates accomplished questionnaires and creates a summary of results thereafter. In line with our MCG and the Charter of the Board, the self-assessment exercise shall be supported by an external facilitator every three (3) years. Globe Telecom shall explore options for the external facilitator for the self-assessment exercise in 2020.


There is likewise an annual strategy workshop held at the beginning of the year to discuss the strategic direction of Globe for the entire year. Meanwhile, our non-executive directors (NEDs) met separately in December 2018, without any executives present. Among the topics discussed were updates on regulatory matters and cybersecurity, and a discussion on Globe investments. NED meetings are led by our lead independent director (ID).


View/Download the Board’s Self-Assessment Questionnaire

Alt

Director Training and Continuing Education Program

To execute their roles well, training on Corporate Governance (CG) is given to directors prior to assuming office. This is also institutionalized in our MCG and the Charter of the Board. The Board, together with the key officers, also actively attend training programs annually to keep abreast of updates in CG standards and relevant discussions to support their leadership roles in Globe Telecom that cover issues and relevant market trends, new laws, and regulations that can affect the business, sustainability, and CG, among others.


In 2018, all members of the Audit and RPT Committee attended a training program dedicated to the Committee’s scope of responsibilities on April 16. Among discussions and topics included in the training were an update on the new accounting standards that included, among others, the International Financial Reporting Standards (IFRS) 15 and its impact to Globe.


The directors and key officers attended various CG seminars conducted by SEC-accredited CG training providers throughout 2018. On September 10, members of the Board and some key officers attended the CG and Risk Management Summit conducted by the Ayala Group in collaboration with the Institute of Corporate Directors (ICD). The Summit included advanced CG training on the role of CG policies and practices in accelerating business growth, adapting to evolving ways of doing business, and the role of the board in ensuring good CG. Events, collaborations, and partnerships such as this, within the conglomerate, manifest the stronghold of CG in the business’ governance framework.


Our new director attended a CG Orientation Program by the ICD on June 6. Meanwhile, an in-house CG seminar was completed by other key officers that was conducted by Risks, Opportunities, Assessment, and Management (ROAM) on October 22. The seminar included discussions on SEC and other CG-related regulatory updates, CG trends for the year, and a review and analysis of significant CG cases. On December 14, a Globe key officer also attended a Masters class on enhancing audit committee effectiveness that was conducted by the ICD.


The attendance of our Board and key officers to the CG training programs and seminars are included in our integrated annual CG report or the Integrated Annual Corporate Governance Report (i-ACGR) and posted on our website. All training programs and seminars attended by the directors and key officers fulfill the compliance with the SEC directive for all key officers and members of the Board of publicly-listed companies to attend a program on CG at least annually.

View or Download the Certificates of our directors for completing attendance to and/or participation in CG programs and other relevant training programs and seminars by year:

2018
Attendance to Enhancing Audit Committee Effectiveness of Key Officer on December 6, 2018
14 December 2018
0.13 MB
Certificate of Completion to CG Training Seminar of Key Officers on October 22, 2018
22 October 2018
0.58 MB
Certificates of Attendance to Advanced CG Training of Key Officers on September 10, 2018
17 September 2018
1.59 MB
Certificates of Attendance to Advanced CG Training of Board of Directors on September 10, 2018
17 September 2018
2.12 MB
Attendance to Corporate Governance Orientation Program of Director on June 6, 2018
08 June 2018
2.18 MB

Manual of Corporate Governance

Board of Directors' Charter

Certifications of Independent Directors

Top